material breach of, any of the terms of, or constitute a default under, any agreement or
document to which it is a party or by which it or any of its property or assets may be bound
or (ii) contravene or conflict with the provisions of its constitutive documents. |
|  |
| 2. |  | **The Aircraft and the Lease:** The relevant Seller in respect of each Aircraft further
represents and warrants to the relevant Purchaser in respect of such Aircraft on the relevant
Delivery Date as follows: |
|  |
| 2.1 |  | such Seller will at Delivery have full legal and beneficial title in and to such
Aircraft (except that Seller holds only beneficial and not legal title to Aircraft No.3), free
and clear of all Security Interests other than the Novated Lease relating to such Aircraft and
Permitted Liens; |
|  |
| 2.2 |  | to its knowledge there are no claims or actions pending or threatened in respect of
such Aircraft which, if unsatisfied, would give rise to a Security Interest over such Aircraft
in favour of any third party; |
|  |
| 2.3 |  | so far as concerns the obligations of such Seller all authorisations, consents,
registrations and notifications required in connection with the entry into, performance,
validity and enforceability of, this Agreement, the transactions contemplated by this
Agreement and the Transaction Documents relating to such Aircraft to which it is a party, have
been (or will on or before Delivery have been) obtained or effected (as appropriate) and are
(or will on their being obtained or effected be) in full force and effect; |